Enclosure No. 2 SAMPLE Basic Ordering Agreement.doc

Agreement No. _________

BOA w/FP WOs – Domestic (June 19, 2024)

ARGONNE NATIONAL LABORATORY

BLDG. 201 OCF, 9700 S. Cass Ave., Lemont, IL 60439

AGREEMENT

Between

UChicago Argonne, LLC

(Operator of Argonne National Laboratory)

And

UChicago Argonne, LLC, an Illinois limited liability company, operator of Argonne National Laboratory (called the "Laboratory") acting under Prime Contract No. DE-AC02-06CH11357, as amended, with the United States Government (called the "Government"), represented by the U. S. Department of Energy (called the "Department" or "DOE") desires _________ _________ (called the "Contractor"), a _________ organized under the laws of the State of _________ to perform the work set forth under Article I of this agreement and the Contractor is willing to perform such services. The effective date of this agreement is TBD.

THEREFORE, the parties mutually agree as follows:

SCHEDULE

ARTICLE I - STATEMENT OF WORK

A.

Scope of Technical Work

The Contractor shall furnish all necessary personnel, equipment, facilities, materials, and services (except as may be furnished by the Laboratory) to perform, in an efficient and expeditious manner, the work described in Appendix "B" - Argonne National Laboratory Statement of Work entitled “Outplacement Services”, dated 07/30/2026, attached hereto and hereby made a part of this agreement, all as may be requested by the Laboratory from time to time in accordance with paragraph B. below. In addition, the Contractor shall maintain such technical liaison with the Laboratory's Technical Representative as may be designated by the Laboratory as necessary to accomplish the foregoing work in a timely and effective manner.

B.

Work Orders

1.

The Laboratory shall issue written work orders, in the form attached hereto as Exhibit "A", signed by an authorized Laboratory Procurement Official on behalf of the Laboratory, for any desired work within the scope of technical work set forth in paragraph A. above. Each work order contains a statement of work, and shall set forth a the period of performance, firm fixed price, and technical reporting requirements.

2.

The Contractor shall negotiate in good faith with the Laboratory regarding the items specified in subparagraph 1. above and shall indicate the Contractor's agreement with the work order by signing and returning a copy of the work order. No work shall begin until a work order is signed by both parties.

3.

The parties hereto recognize and agree that the Laboratory has undertaken no obligation to issue any minimum number of work orders to the Contractor under this agreement.

C.

Authority to Obligate the Laboratory The Contractor hereby recognizes that only the authorized Laboratory Procurement Official is authorized to obligate funds under this agreement and, accordingly, the Contractor hereby agrees that notwithstanding its written acceptance of a work order the Contractor shall not initiate performance of said work order until such time as the authorized Laboratory Procurement Official has obligated all or any part of the funds therefore.

D.

Standards of Performance The Contractor shall perform the work set forth in work orders that the Laboratory may issue by using its best efforts and know-how and its performance shall be accomplished by qualified, careful, and efficient personnel; also, the Contractor's work shall, at a minimum, be performed in accordance with high professional standards.

E.

Technical Reports The Contractor shall prepare and submit to the Laboratory and/or distribute, as directed by the Laboratory, such reports concerning technical aspects or status of work, in such quantity and form (including detail), and at such times, as may be specified in the work orders issued by the Laboratory specified by the Laboratory work order.

F.

Incidental Work

In addition to performing the work set forth in any work order issued under this agreement and/or in paragraph E. above, the Contractor shall perform the incidental contract activities provided for under other Articles of this agreement and, in connection with the close-out of this agreement upon termination, expiration and/or completion, at no additional costs to the Laboratory.

ARTICLE II - TERM AND COMPLETION OF WORK ORDER(S)

Work orders under this agreement may be issued, or amended, during the term 10/05/2026 through 10/04/2027, unless this agreement is extended by the Laboratory pursuant to the provisions of the article entitled, “Option”, if applicable, hereof. Any work order issued during the effective term of this agreement and not completed within that period shall be completed by the Contractor within the time specified in the work order(s) and the rights and obligations of the Contractor and the Laboratory respecting that work order shall be governed by the terms of the agreement as fully and to the same extent as if completed during the effective period of this agreement, provided that the Contractor shall not be required to perform any new work under this agreement after the effective term.

ARTICLE III - FUNDING/AUTHORITY TO OBLIGATE THE LABORATORY, PAYMENTS

A. The Laboratory is not obligated to release any funds or issue any work orders under this Agreement. The Laboratory will obligate funds for each work order, and the Contractor shall have no right to transfer obligated funds from one work order to another or transfer or make use of excess funds from one work order to another.

B. Funding authorized in each work order shall be fixed in accordance with the negotiations and documents affecting each work order. To exceed those established levels without specific written authorization by the Laboratory Procurement Official shall be at the risk of the Contractor. Laboratory technical officials and project management do not have the authority to bind the Laboratory in financial matters. The Laboratory Procurement Official shall be specifically identified as such in a mutually agreed manner.

C.

Payment Terms shall be in accordance with each work order’s compensation article.

ARTICLE IV - KEY PERSONNEL

As defined in Appendix "A" – Argonne Terms and Conditions, any required key personnel will be identified in each work order.

ARTICLE V - DELIVERY

A.

All work to be performed under this agreement shall be delivered to the Laboratory, F.O.B. Lemont, Illinois, unless otherwise specified in any work order.

B.

A delivery schedule will be agreed upon at the time each work order is negotiated.

C. Ship to:

Argonne National Laboratory

9700 S. CASS AVE.

Bldg. 46

Lemont, IL 60439-4832

Attention: Mary Listermann (Unless otherwise specified in a work order)

D.

Ship via:

Most Economical Way - Prepaid

(Unless otherwise specified in a work order)

E.

Marking Instructions:

(As specified by Argonne's Technical Representative)

ARTICLE VI - LABORATORY REPRESENTATIVES

A.

The authorized Laboratory Procurement Official is the only person at the Laboratory who is authorized to change the statement of work or amend any other part of this agreement. All changes shall be in accordance with the Changes Clause of Appendix A – Argonne Terms and Conditions which are made part of this Agreement.

B.

All notices under this agreement from the Contractor shall be submitted to the attention of the Procurement Official, __________. All replies from the Laboratory shall be from the Procurement Department.

C.

Unless the Contractor is otherwise notified in writing, technical direction shall solely come from the Technical Representative and any technical questions relating to the work may be discussed with Argonne National Laboratory, email mlistermann@anl.gov, who is the Laboratory's Technical Representative on this agreement.

The term "technical direction" is defined as

(1) directions to the Contractor which shift work emphasis between work areas, require pursuit of certain lines of inquiry, fill in details or otherwise serve to facilitate the contractual statements of work;

(2) provision of written information to the Contractor which assists in the interpretation of drawings, specifications, or technical portions of the work description; and

(3) review and acceptance of technical reports, drawings, specifications, and technical information to be delivered by the Contractor to the Laboratory under each work order.

ARTICLE VII- OPTION

The Laboratory shall have the option to extend this agreement for two (2) additional successive periods of one (1) year each by giving written notice to the Contractor at least thirty (30) days prior to the expiration of the preceding period. In the event that the Laboratory extends this agreement, all of the provisions of this agreement shall apply to said extension. The appropriate Appendix "C" – Fixed Price Schedule, for each period, shall be utilized in the issuance of all work orders.

ARTICLE VIII - APPLICABLE DOCUMENTATION

The following documents are attached hereto and hereby made a part of this agreement.

A.

Appendix "A", Argonne Terms and Conditions, ANL-71COM Contracts, dated February 13, 2023.

B.

Appendix "B", Argonne National Laboratory Statement of Work entitled, "Outplacement Services", dated 07/30/2026.

C.

Appendix "D-8C", Intellectual Property Provisions, COMMERCIAL SUPPLIES AND SERVICES REQUIRING DELIVERY OF DATA, dated 12/12/2023.

D.

Exhibit "A" - Work Order. - Sample

IN WITNESS WHEREOF, the parties hereby execute this Agreement No. TBD.

UCHICAGO ARGONNE, LLC

(Operator of Argonne National Laboratory)

UNOFFICIAL COPY

By: